UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
CRYO CELL INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
(CUSIP Number)
Richard
Vernon Smith, Esq.
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
(415) 773-5830
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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NAMES OF REPORTING PERSONS.
Ki Yong Choi |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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PF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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SOLE VOTING POWER |
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| NUMBER OF |
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1,952,471(1) |
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SHARED VOTING POWER |
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233,472(2) |
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SOLE DISPOSITIVE POWER |
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1,952,471(1) |
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SHARED DISPOSITIVE POWER |
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233,472(2) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,185,943(1) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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18.60%(3) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
(1) Includes 1,910,596 shares of Common Stock held by Mr. Choi and 41,875 shares of
Common Stock subject to stock options held by Mr. Choi that are exercisable within 60 days of the
filing date of this Amendment No. 3.
(2) By virtue of being a co-trustee of the Ki Yong Choi and Laura Choi, as trustees UAD 7/27/01
FBO Choi Family Living Trust (the “Trust”), Mr. Choi shares voting and dispositive power
over the 233,472 shares of Common Stock held by the Trust.
(3) Based upon 11,752,574 shares of Common Stock outstanding as of April 14, 2011 as reported by
the Issuer on its Form 10-Q for the fiscal quarter ended February 28, 2011, plus 41,875 shares of
Common Stock subject to stock options that are exercisable within 60 days of the filing date of
this Amendment No. 3.
Page 2 of 5
Item 1. Security and Issuer
This
Amendment No. 3 to Schedule 13D (this “Amendment
No. 3”) by Ki Yong Choi and the Ki Yong Choi and Laura
Choi, as trustees UAD 7/27/01 FBO Choi Family Living Trust (the
“Trust”, and collectively, the “Reporting
Persons”) amends and supplements
the statement on Schedule 13D originally filed on July 26, 2007 (the “Original Schedule
13D” and as amended and supplemented by Amendment No. 1 to Schedule 13D filed on July 31, 2007,
Amendment No. 2 to Schedule 13D filed on May 1, 2009 and this Amendment No. 3 the “Schedule
13D”), by Mr. Choi relating to the common stock, par value
$0.00 per share (the “Common Stock”), of Cryo-Cell International, Inc., a Delaware
corporation (the “Issuer”), with its principal executive offices located at 700 Brooker
Creek Boulevard, Suite 1800, Oldsmar, Florida 34677. Information given in response to each item
shall be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended to include the following:
The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended, as a result of Mr. Choi being a trustee of the
Trust.
The Trust is a California revocable trust. The address of the Trust is 36 Great Circle Dr,
Mill Valley, CA 94941.
During the last five years, the Trust (a) has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and (b) was not a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated in their entirety as follows:
The
Reporting Persons have acquired the shares of Common Stock of the Issuer for investment
purposes. Mr Choi is a director of the Issuer and is also the Issuer’s largest
stockholder, having made an initial investment in the Issuer in May 2005, and increasing his
holdings over time, including in July 2007 and March 2009.
Mr Choi joined the Board
in March 2008, after being elected at a special meeting of shareholders to elect directors which
was required to be held by order of the Delaware Chancery Court following a proxy contest in
connection with the Issuer’s 2007 annual meeting of stockholders.
On
May 9, 2011, Mr. Choi in compliance with the bylaws of the Issuer, submitted
to the Issuer a formal notice to nominate six individuals, including Ki Yong Choi and Michael W.
Cho, Ph.D., who are currently on the Issuer’s Board, and Frederick W. Telling, Ph.D., Peter S.
Garcia, Julie A. Brooks and Sharron S. Quisenberry, Ph.D. (each a “Nominee” and
collectively, the “Nominees”), for election to the Issuer’s Board at the Issuer’s 2011
annual meeting of stockholders (including any adjournment or postponement thereof or any special
meeting held in lieu thereof). A copy of the notice is filed as Exhibit 10 hereto and is
incorporated by reference into this Item 4 as if set out herein in full
Mr. Choi currently intends to conduct a proxy solicitation seeking to elect these
individuals to the Board. Mr. Choi submitted such notice, and intends to conduct such
proxy solicitation, because he has lost confidence in most of the members of the Board and the CEO
and believes that a new Board and new CEO could improve the financial performance of the Issuer.
Depending on various factors, including the Issuer’s financial position, results of operations
and strategic direction, the outcome of discussions with other stockholders and the Issuer, actions
taken by the Issuer, and trading price levels of the Common Stock of the Issuer, the Reporting
Persons may in the future take such actions with respect to their
investment in the Issuer as they deem
appropriate including without limitation, purchasing additional shares of Common Stock of the
Issuer, or selling some or all of his shares of Common Stock of the Issuer, and/or otherwise
changing their intentions with respect to any and all matters referred to in paragraph (a) though (j)
of Item 4 of Schedule 13D.
Mr. Choi has engaged, and may engage additional, advisors to assist him, including
consultants, accountants, attorneys, financial advisors or others, and may contact other
stockholders of the Issuer and/or other relevant parties to discuss any and all of the above.
Item 5. Interest in Securities of the Issuer.
Clauses (a)-(b) of Item 5 of the Schedule 13D are hereby amended and restated in their
entirety as follows:
Of the 2,185,943 shares of Common Stock beneficially owned by Mr. Choi, which
represent in the aggregate approximately 18.60% of the issued and outstanding Common Stock of the
Issuer1,
Mr. Choi (i) has sole voting and dispositive power of the 1,910,596
shares of Common Stock held by Mr. Choi and 41,875 shares of Common Stock
subject to stock options held by Mr. Choi that are exercisable within 60 days of the
filing date of this Amendment No. 3, and (ii) shares voting and dispositive power over the 233,472
shares of Common Stock held by the Trust.
The
Trust has no power to direct the vote or disposition of any of the
shares, but as a member of a group with Mr. Choi, the Trust may be
deemed to beneficially own and share voting and dispositive power
over the shares of Common Stock beneficially held by Mr. Choi.